Innscor Africa : Circular to Shareholders & EGM Notice

VFEX Listing Circular

Our passion for value creation

(Innscor Africa Limited, incorporated in Zimbabwe in 1994 under Company Registration Number 3867/94)

THIS CIRCULAR IS IMPORTANT AND

REQUIRES YOUR IMMEDIATE ATTENTION

CIRCULAR TO SHAREHOLDERS

Relating to and seeking approvals for:

The Termination of Innscor Africa Limited's listing from the Zimbabwe Stock Exchange and the Subsequent Listing by Introduction of Innscor Africa Limited on the Victoria Falls Stock Exchange ("The Proposed Transaction")

and incorporating

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Notice of an Extraordinary General Meeting of the members of Innscor Africa Limited ("Innscor"), to be held physically at the Royal Harare Golf Club situated at 5th Street Extension, Harare, Zimbabwe and virtually by electronic means, on Wednesday, 15 February 2023, at 1000 hours. The notice was published on Wednesday, 25 January 2023 in accordance with the Listings Requirements of the Zimbabwe Stock Exchange ("ZSE") and the Companies and Other Business Entities Act (Chapter 24:31) of Zimbabwe, as set out at the end of this Document. Shareholders are asked to complete and return the attached form of proxy in accordance with the instructions printed thereon, as soon as possible, but not later than 1600 hours, on Monday,

13 February 2023. Electronic copies can be downloaded from https://www.innscorafrica.com/.

Financial Advisors

Sponsoring Brokers

Legal Advisors

Transfer Secretaries

This Circular is neither a prospectus nor an invitation to the public to subscribe for shares in the Company but is issued in compliance with the Listings Requirements of the ZSE, for the purpose of giving information to the public regarding the Proposed Transaction as more fully set out in this Circular. The Circular is only available in English. Additional copies of this Circular may be obtained from the Company Secretary at 1 Ranelagh Road, Highlands, Harare or IH Securities Private Limited situated at Block 3, Tunsgate Business Park, 30 Tunsgate Road, Mount Pleasant, Harare. Electronic copies can be accessed online via the Company's website: www.innscorafrica.com.

If you are in any doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant, or other professional advisors. If you no longer hold any shares in Innscor, you should send this Circular, as soon as possible, to the stockbroker, bank or other agents through whom the sale of your shareholding in Innscor was executed, for onward delivery to the purchaser or transferee of your shares.

All the Directors of Innscor, whose names are given in paragraph 3.2 of the Circular, collectively and individually, accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement in the Circular false or misleading, and that they have made all reasonable enquiries to ascertain such material facts and that this Circular contains all information required by law.

The Directors confirm that the Circular particulars include all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) that investors and their professional advisors would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer and of the rights attaching to the securities to which the Listing particulars relate.

The Company's lead financial advisors, sponsoring broker, legal advisors and transfer secretaries have consented in writing to act in the capacity stated and to their names being stated in the Circular and have not withdrawn their consents prior to the publication of this Circular.

Date of issue of this document: Wednesday, 25 January 2023

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Innscor Africa Limited Listing Circular

Table of

Contents

Corporate Information	3
Forward-Looking Statements	4
Interpretation and Definitions	5
Salient Features of the Proposed Transactions	7
Chairman's Statement	9
PART I: DETAILS OF THE PROPOSED TRANSACTION
Overview of The Proposed Transaction	10
Overview of Innscor Africa Limited	11
Corporate Governance	16
Capital Commitments and Contingent Liabilities	19
Material Contracts	20
Litigation Statement	20
Share Information	21
Experts' Consents	24
Regulatory Issues	24
Documents and Consents Available for Inspection	24
Directors' Responsibility Statement	25
PART II: APPENDICES
Appendix I - Independent Auditor's Report to the	26
Shareholders of Innscor Africa Limited (2022)
Appendix II - Independent Auditor's Report to the	30
Members of Innscor Africa Limited (2021)
Appendix III - Independent Auditor's Report to the	36
Members of Innscor Africa Limited (2020)
Appendix IV - Innscor Africa Limited Historic Financial Statements	41
Appendix V - Notice of Extraordinary General Meeting	46
Appendix VI - Form of Proxy	47

CORPORATE INFORMATION

The information below is given in compliance with the requirements of the Zimbabwe Stock Exchange.

Registered Office	Edward Building
	1st Street/Nelson Mandela Avenue, Harare
Company Secretary	A.D. Lorimer
& Physical Address	1 Ranelagh Road
	Highlands, Harare

Innscor derives professional services from the following:

Financial Advisors	Inter-Horizon Advisory (Private) Limited
	Block 3, Tunsgate Business Park
	30 Tunsgate Road, Mount Pleasant, Harare
Sponsoring Broker	Inter-Horizon Securities (Private) Limited
	Block 3, Tunsgate Business Park
	30 Tunsgate Road, Mount Pleasant, Harare
Legal Advisors	Kantor and Immerman
	Dube, Manikai and Hwacha
	Gill, Godlonton & Gerrans
Independent Auditors &	BDO Zimbabwe Chartered Accountants
Reporting Accountants	Kudenga House, 3 Baines Avenue, Harare
Transfer Secretaries	Corpserve Registrars (Private) Limited
	2nd Floor ZB Centre
	Corner 1st & Kwame Nkrumah Avenue
	Harare
Principal Bankers	AFC	First Capital Bank Zimbabwe
	Hurudza House	Barclay House, Corner First Street &
	14-16 Nelson Mandela Avenue	Jason Moyo Avenue, Harare
	Harare
	Banc ABC	Nedbank Zimbabwe
	1 Endeavour Crescent	14th Floor, Old Mutual Centre
	Mount Pleasant Business Park	Corner 3rd Street & Jason Moyo Avenue
	Mount Pleasant, Harare	Harare
	CABS	NMB Bank Limited
	Northern Close	19207 Liberation Legacy Way
	Northridge Park	Borrowdale, Harare
	Highlands, Harare
	CBZ Bank	POSB
	5 Campbell Road	6th Floor, Causeway Building
	Pomona	Corner 3rd Street and
	Borrowdale, Harare	Central Avenue, Harare
	Ecobank Zimbabwe	Stanbic Bank Zimbabwe
	Block A, Sam Levy's Office Park	59 Samora Machel Avenue,
	2 Piers Road	Harare
	Borrowdale, Harare
	FBC Bank Zimbabwe	Steward Bank
	6th Floor, FBC Centre	Livingstone House
	45 Nelson Mandela Avenue,	79 Livingstone Avenue, Harare
	Harare
		Standard Chartered Bank Zimbabwe
		2nd Floor, Mutual Centre,
		Harare

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Innscor Africa Limited Listing Circular

FORWARD-LOOKING STATEMENTS

This Circular includes forward-looking statements regarding Innscor. Forward-looking statements are those other than statements of historical facts included in this Circular. They include, without limitation, those regarding Innscor's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to Innscor's products and services). Any statements preceded by, followed by, or including the words "believes", "expects", "aims", "estimates", "anticipates", "may", "will", "should", "could", "intends", "plans", "seeks", or similar expressions, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause Innscor's actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are inherently based on numerous assumptions regarding Innscor's present and future business strategies and the environment in which Innscor will operate in the future. These forward-looking statements speak only as at the date of this Circular. The Directors of Innscor expressly disclaim any obligation or undertaking to disseminate, after the distribution of this Document, any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions, or circumstances on which any such forward-looking statement is based unless legally required to do so.

INTERPRETATION AND DEFINITIONS

In this document, unless otherwise stated or the context otherwise requires, the words in the first column have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa and words importing natural persons shall include juristic persons, whether corporate or incorporate and vice versa.

"Board" or "the Directors"	The	Board of Directors of Innscor;
"Broker"	Any person or company registered as a member with the ZSE and authorised to buy and sell shares
		and other securities on behalf of customers;
"CBD"	Central Business District;
"Circular" or "the Document"	This document dated Wednesday, 25 January 2023, including the appendices hereto, addressed to
		Innscor Shareholders which sets out the terms and conditions of the Proposed Transaction;
"Companies Act"	The	Companies and Other Business Entities Act (Chapter 24:31);
"Conditions Precedent" or "Delisting	The	Conditions Precedent to which the delisting and the listing by introduction is subject as set out
Conditions Precedent"	in paragraph 1.2;
"EGM"	Extraordinary General Meeting of Innscor Shareholders convened in terms of the Companies Act,
		at which Innscor Shareholders will vote on the Proposed Transaction, to be held at 1000 hours
		on Wednesday, 15 February 2023, physically at the Royal Harare Golf Club situated at 5th Street
		Extension, Harare, Zimbabwe, and virtually by electronic means via the link, "https://escrowagm.
		com/eagmZim/Login.aspx";
"Exchange Control Regulations"	The	Exchange Control Regulations promulgated under the Exchange Control Act [Chapter 22:05],
		including and without limitation, the Exchange Control Regulations, Statutory Instrument 109 of
		1996, as amended;
"Form of Proxy"	The Form of Proxy accompanying this Circular;
"IAS"	International Accounting Standards;
"IFRS"	International Financial Reporting Standards;
"IH Advisory"	IH Advisory (Private) Limited, a licenced securities investment advisor with the Securities and
		Exchange Commission of Zimbabwe, and the financial advisors to the Proposed Transaction;
"Innscor Africa Limited", "Innscor", "the	Innscor Africa Limited, a Public Company incorporated in Zimbabwe in 1994 under Company
Company", or "the Group"	Registration Number 3867/94 and listed on the ZSE;
"Listing by introduction"	Listing by introduction is a way of listing, on an exchange, shares which would already be in issue on
		an existing exchange. No marketing arrangement is required as the shares for which listing is sought
		are already widely held;
"Legal Advisors"	Kantor and Immerman, the legal advisors to the Proposed Transaction;
"MBA"	Master of Business Administration degree;

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Innscor Africa Limited Listing Circular

INTERPRETATION AND DEFINITIONS (continued)

"Notice"	The	notice of the Extraordinary General Meeting, which was published in terms of the Companies
	Act on Wednesday, 25 January 2023, advising Innscor Shareholders of the Proposed Transaction and
	which forms part of this Circular;
"OECD"	Organisation for Economic Co-operation and Development;
"Proposed Transaction"	The delisting of Innscor Shares from the Zimbabwe Stock Exchange and the simultaneous admission
	of the Company's shares on the Victoria Falls Stock Exchange;
"RBZ"	Reserve Bank of Zimbabwe;
"Record Date"	Friday, 10 February 2023, the date for Shareholders to be recorded in the Register eligible to vote at
	the EGM, scheduled at 1600 hours;
"Register"	The register of Shareholders of the Company maintained by the Transfer Secretaries, and the sub-
	register of nominee Shareholders maintained by each Broker;
"Registrar"	The	Registrar of Companies appointed in terms of the Companies and Other Business Entities Act;
"Reporting Accountants"	Refers to BDO Zimbabwe Chartered Accountants who are the reporting accountants to the
	Company;
"Resolutions"	A proposal submitted to Shareholders for a vote at the Company's annual meeting or extra-ordinary
	meeting of members;
"Shareholder(s)"	The	holder(s) of ordinary shares of Innscor;
"Shares" or "Security"	The issued and/or authorized share capital of Innscor;
"SI"	Statutory Instrument;
"Sponsoring Broker"	IH Securities (Private) Limited, the sponsoring broker for the Proposed Transaction and a member
	of the Zimbabwe Stock Exchange;
"Transfer Secretaries"	Corpserve Registrars (Private) Limited who provide share transfer secretarial services to Innscor;
"USD" or "US$"	United States Dollars: the legal tender of the United States of America in which certain monetary
	amounts in this Circular are expressed;
"VFEX"	Victoria Falls Stock Exchange, a subsidiary of the Zimbabwe Stock Exchange ("ZSE");
"VFEX listing requirements"	The listing requirements of the VFEX;
"Zimbabwe"	The	Republic of Zimbabwe;
"ZSE"	The	Zimbabwe Stock Exchange, a stock exchange that is established in terms of the Securities and
	Exchange Act of 2004 (Chapter 24:25) and regulates the conduct of companies whose shares are
	listed on the Official List and traded on the Zimbabwe Stock Exchange;
"ZSE listing requirements"	The Listings Requirements of the ZSE, embodied in SI 134 of 2019;
"ZWL" or "ZW$"	The	Zimbabwean Dollar; legal tender in Zimbabwe;

SALIENT FEATURES OF THE PROPOSED TRANSACTION

Overview of the Proposed Transaction

At the Board meeting held on Friday, 9 December 2022, the Board of Directors of Innscor considered the termination of Innscor's ZSE Listing and simultaneous listing of the Company's shares on the VFEX by way of Introduction.

Benefits of the Proposed Transaction

The benefits of the Proposed Transaction include, but are not limited to, the following:

• Revenue retention on incremental exports;
• Enhancement of regional prospects and potential mergers and acquisitions with own equity;
• Raising of additional capital in foreign currency;
• Dividends payments in US$;
• Improved pathway to access US$ banking and treasury facilities;
• Improved options for capital planning; and
• Lower trading costs on the VFEX of 2.12%, versus 4.63% on the ZSE.

In the event that the Proposed Transaction does not take place, then Innscor will remain listed on the ZSE, and the benefits previously outlined above will not be available to the Company or its Shareholders.

Timetable for the Proposed Transaction

Important Dates

Innscor EGM Notice and Circular published	Wednesday, 25 January 2023
Record Date, Innscor share register closed (at 1600 hours)	Friday, 10 February 2023
Last day of lodging Proxy Forms (at 1600 hours)	Monday, 13 February 2023
EGM (at 1000 hours)	Wednesday, 15 February 2023
Publication of Results of Innscor EGM	Thursday, 16 February 2023
Last day of trading Innscor Shares on the ZSE	Friday, 17 February 2023
Termination of Innscor ZSE Listing	Thursday, 23 February 2023
Transfer of Innscor share register from the ZSE to the VFEX	Thursday, 23 February 2023
Estimated Completion of Innscor's VFEX Listing	Friday, 24 February 2023

The above dates may be subject to change, and any such change will be published to Shareholders. All times indicated above and elsewhere in the Circular are Zimbabwean local times.

Queries

If you have any questions about this Document, please contact your stockbroker, accountant, banker, legal practitioner, or other professional advisors. Alternatively, please contact IH Advisory or IH Securities (whose details are given below):

IH Advisory (Private) Limited	IH Securities (Private) Limited
Block 3	Block 3
Tunsgate Business Park	Tunsgate Business Park
30 Tunsgate Road	30 Tunsgate Road
Mount Pleasant	Mount Pleasant
Harare	Harare
Zimbabwe	Zimbabwe
Email: [e-mail]	Email: [e-mail]
Tel: [phone]	Tel: [phone]/86

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